Dayton Superior Corp. (fka DSUPQ)

[RonnieD]

hey IH i picked some up yesterday..
been watching and waiting for signs of life.
there's only 19 million shares.
some points to consider:

1) management owns stock and none of them sold any in all this time
2) Odyssey owns 47.5% of the common and hasn't sold any in all this time. http://www.odysseyinvestment.com (a)
3) over 55.6 million in tax write-off value (b)
4) other deals have seen old cancelled stock receive a small portion of new stock. it could happen here. It happenned with Hayes Lemmerz and is also with Lear.
5) time is running out. Oct 1 deadline for creditors to respond (enough are on board already). Oct 7 is last day for amendments (the day we need to pay close attention to, where we could get something by then), Oct 14 judge approval.

Yes there is no gurantee we get anything, but there is still a chance.

(a) We are effectively controlled by a major stockholder, whose interests may conflict with yours. Odyssey Investment Partners Fund, LP (“Odyssey”) and its affiliates control the voting of 47.8% of our common stock and, therefore, have the power to control or substantially affect the outcome of matters on which stockholders are entitled to vote. These include the election of directors, the adoption or amendment of our certificate of incorporation and by-laws, and possible mergers, corporate control contests and significant corporate transactions. Through their control of our board of directors, Odyssey and its affiliates also have the ability to appoint or replace our senior management, issue additional shares of our common stock or repurchase common stock, declare dividends or take other actions. Our controlling stockholder may make decisions regarding our company and business that are opposed to your interests or with which you disagree. To the extent the interests of our public stockholders are harmed by the actions of our controlling stockholder, the price of our common stock may be harmed.

(b) As of December 31, 2008, we had deferred tax assets of $55.6 million related to net operating loss carryforwards. We had valuation allowances for these net operating loss carryforwards and other net deferred tax assets as of December 31, 2008, as estimated levels of taxable income are less than the amount needed to realize these assets. In addition, the use of net operating loss carryforwards may be limited under Section 382 of the Internal Revenue Code of 1986, as amended. Section 382 imposes limitations on a company’s ability to use net operating loss carryforwards if a company experiences a more-than-50-percent ownership change over a three-year testing period. Some of the restructuring alternatives we are evaluating would cause a more-than-50-percent ownership change. As a result, our ability to use some of our net operating loss carryforwards in future periods may be limited as provided in Section 382.